Fitch Rates Caesars Growth Partners Loan 'BB-/RR1' & 2nd Lien Bonds 'B-/RR4'; Assigns 'B-' IDR

  Fitch Rates Caesars Growth Partners Loan 'BB-/RR1' & 2nd Lien Bonds
  'B-/RR4'; Assigns 'B-' IDR

Business Wire

NEW YORK -- March 28, 2014

Fitch Ratings has assigned a 'BB-/RR1' rating to Caesars Growth Properties
Holdings, LLC's (CGPH) proposed senior secured $1.3 billion credit facility
and a 'B-/RR4' rating to $675 million in proposed second-lien notes. The
credit facility includes a $1.175 billion term loan and a $150 million
revolver. In addition, Fitch has assigned a 'B-' to CGPH's Issuer Default
Rating (IDR). The Rating Outlook is Stable.

Fitch has also affirmed Corner Investment PropCo, LLC's (Corner; dba The
Cromwell) IDR at 'CCC' and Corner's term loan at 'B-/RR2'. The Cromwell will
be sold to CGPH by Caesars Entertainment Operating Company, Inc. (CEOC) but
will not be part of CGPH's main credit group.

The proceeds from the proposed issuances will be used to acquire Bally's Las
Vegas, The Quad and The Cromwell casino assets on the Las Vegas Strip and
Harrah's New Orleans from CEOC and to refinance $485 million of debt
associated with Planet Hollywood Las Vegas, which is now owned by CGPH's
parent Caesars Growth Partners, LLC (CGP) and will join the CGPH credit group
upon the refinancing. These assets, with the exception of The Cromwell, will
guarantee and secure the credit facility and the notes.

KEY RATING DRIVERS - CGPH

CEOC-Related Concerns

CGPH's relationship with Caesars Entertainment Corp. (CEC; 'CCC' IDR; Negative
Outlook) is negatively factored into CGPH's ratings. Adverse outcomes related
to access to the Total Rewards program and fraudulent conveyance lawsuits
could have material consequences to CGPH creditors. The related risks limit
rating upside, but are captured in CGPH's 'B-' IDR. However, CGPH's ratings
are not directly linked to the weaker parent company CEC given the expected
covenants at CGPH, which will restrict cash being pulled out of the CGPH.

The most notable CEC related risk is the potential that a default at CEOC
('CCC' IDR; Negative Outlook), a subsidiary of CEC, disrupts CGPH's access to
CEOC's Total Rewards loyalty program. Total Rewards is owned by CEOC and will
be licensed to CGPH through a shared services joint venture (ServiceCo) being
contemplated by CEC and Caesars Acquisition Company (CAC; owns 42% of CGP).

CGPH's ratings also take into account that a bankruptcy filing by CEOC may
trigger fraudulent conveyance litigation concerning asset sales from CEOC to
CGPH although Fitch thinks the risk of the transactions being reversed is low.
Fitch believes that the asset sale consideration is within the reasonable
range of fair value, which is a primary issue in fraudulent conveyance cases.
Fitch estimates the purchase multiple at roughly 9x-10x EBITDA after adjusting
for The Quad related capital spending and upside. Further, CEC and CAC
received fair value opinions from third-party financial advisors and the asset
sales were negotiated by committees of CEC and CAC made up of independent
board members of each entity.

Recall that CGPH is a subsidiary of Caesars Growth Partners (CGP), which is
58% owned by CEC (0% voting interest) and 42% by CAC (100% voting interest).

CGPH's ownership by CGP is a slight positive as CGP also owns Caesars' online
gaming assets and will have $409 million of cash pro forma for the
transactions. CAC could be incentivized to keep CGPH's assets out of default
since these assets are strategically important to the rest of CEC's system and
there is substantial ownership overlap between CAC and CEC. However, Fitch
analyzes CGPH's credit largely on a standalone basis given the uncertainty
related to CGP's and CEC's ultimate organizational structures.

CGPH Financial Profile

The 'B-' IDR is supported by CGPH's manageable pro forma debt load; solid
liquidity; good free cash flow (FCF) prospects, and a favorable market
exposure.

Fitch estimates CGPH's pro forma 2013 year-end gross total leverage excluding
Cromwell at approximately 7.1x and 4.5x through the senior secured debt. Fitch
projects total leverage to tick up to 7.3x by year-end 2014 as Fitch
anticipates CGPH will need to draw on its revolver to fund a portion of the
renovation capex at The Quad. Leverage then declines to 6.8x by year-end 2015
and 6.0x by year-end 2016. The improvements in the leverage ratio reflects
CGPH's improving EBITDA driven by continued recovery on the Las Vegas Strip,
the completion of The Quad renovation and the benefit of the Linq opening this
spring.

The Linq is a retail/entertainment corridor abutting The Quad. The
construction of the Linq has been disrupting the operations at The Quad and
the Linq's opening will drive increased foot traffic near The Quad.

Fitch's EBITDA estimate for 2014, 2015 and 2016 is roughly $260 million, $280
million, and $300 million, respectively. The EBITDA projections are net of
approximately $30 million per year of management fees and corporate expenses
paid to the ServiceCo.

Discretionary FCF estimated by Fitch is solid at roughly $65 million, $80
million and $100 million in years 2014, 2015, and 2016, respectively. For FCF
Fitch estimates annual interest expense and maintenance capex at roughly $145
million and $50 million, respectively. Cash taxes are estimated in the range
of $0-$10 million through 2016. Fitch assumes that the $223 million renovation
at The Quad will be funded using $100 million in debt proceeds, $60 million
draw on the revolver and $63 million from cash flow.

CGP Liquidation and Call Rights Provisions

CEC has call rights to purchase CGP or CAC after three years of incorporation.
CEC's call rights are subject to a condition that CEC's net leverage is less
than 9x and minimum liquidity is $1 billion. Another condition for exercising
the call rights is that there is no event of default that occurred pursuant to
CEC's or its subsidiaries' debt documents. Fitch does not believe that CGP
being fully acquired by CEC pursuant to the call rights conditions would be a
material negative for CGPH creditors since CGPH will retain its covenants
(including restricted payment covenants) in such a scenario and CEC would have
to be a healthier entity at that point. Fitch expects that there will be a
change of control carveout to cover the possible exercise of the call rights
by CEC.

There is also a liquidation provision whereby CAC board may elect to liquidate
CGP after five years and after eight-and-a-half years there is a forced
liquidation (unless otherwise agreed by CEC and CAC). Although CGPH debt
documents are not finalized, Fitch expects that the debt documents will
require that the liquidation proceeds are first used to repay CGPH debt before
CAC and CEC split the proceeds.

CGPH Recovery Analysis

Fitch estimates full recovery for CGPH's senior secured credit facility,
equating to a 'RR1' recovery rating or a three notch uplift from the IDR to
'BB-/RR1', and average recovery (31%-50%) for the second-lien notes, equating
to a 'RR4' recovery rating with no uplift from the IDR ('B-/RR4'). In the
recovery analysis Fitch stresses its 2016 forecasted EBITDAM at 15% and
assigns 7.5x EV/EBITDAM multiple to Planet Hollywood, 7x multiple to Bally's
and The Quad and 6.5x to Harrah's New Orleans. The EBITDAM stress and the
conservative multiples take into account the risk that the properties lose
access to the Total Rewards program in an event of a default at CEOC. Other
assumptions include full draw on the revolver; administrative expenses equal
to 10% of EV and $30 million for corporate expenses. Fitch currently ascribes
zero value in its recovery analysis for CGPH's equity in The Cromwell.

RATING SENSITIVITIES - CGPH

CGPH's financial profile, particularly pro forma leverage, is strong for a
'B-' IDR. However, pro forma discretionary FCF is more consistent with a 'B-'
IDR although Fitch expects FCF to improve to about $100 million by 2016, the
first full year that will benefit from the renovation at The Quad. At that
point, CGPH's financial profile as projected by Fitch will be more consistent
with a 'B' IDR given CGPH's stand-alone business risk profile and market
exposure.

CGPH's ties to CEOC pressures the IDR and may hinder positive rating pressure.
A debt restructuring at CEOC that leaves CEOC financially healthier without
disrupting CGPH's access to Total Rewards could allow for CGPH's IDR to move
higher within the 'B' category to the extent CGPH's leverage remains at around
or below 7x and discretionary annual FCF migrates towards $100 million.

There is ample financial cushion at a 'B-' IDR; however, leverage migrating
towards 9x and/or FCF declining close to zero could precipitate negative
rating action. Fitch would consider negative rating action if the final
covenant terms allow greater flexibility to extract cash out of CGPH than
Fitch expects; there are no mandatory debt paydown requirements upon the sale
of assets in an event of a liquidation and the change of control covenants do
not account for the call rights.

Fitch would also consider negative rating action, likely in the form of a
Negative Rating Outlook, if a bankruptcy filing by CEOC disrupts CGP's access
to Total Rewards.

CEC and its subsidiaries received a letter from a law firm, which claims
representing unnamed CEOC second-lien holders and alleges that to date certain
assets were improperly transferred. Should a lawsuit be brought for the cause
of fraudulent conveyance Fitch expects that CGP will have merits to defend
itself against such claim.

CORNER RATING CONSIDERATIONS

Corner is the issuer of a $185 million term loan whose proceeds are being used
to renovate and rebrand Bill's Gamblin' Hall & Saloon on the Las Vegas Strip
into The Cromwell, a boutique concept casino hotel with day and night clubs.
Corner along with the term loan will be transferred from CEOC to CGPH.

The Cromwell will be an unrestricted subsidiary of CGPH; therefore, Fitch will
continue to view the Corner credit largely on a standalone basis, which is
consistent with its 'CCC' IDR. The transfer to CGPH is credit positive for
Corner since CGPH is a healthier entity relative to CEOC. However, Fitch is
not linking Cromwell's ratings to CGPH since Fitch does not believe that
Cromwell is strategically integral to CGP or CAC given its small size and its
one-off business model relative to Caesars' other assets.

The Cromwell's hotel and casino is set to open this April and the attached
Drai's clubs will open in May. Fitch will revisit Corner's IDR once The
Cromwell opens and begins to ramp up operations.

Fitch assigns the following ratings:

Caesars Growth Properties Holdings, LLC

--IDR 'B-'; Outlook Stable;

--Senior secured first-lien credit facility 'BB-/RR1';

--Second-lien notes 'B-/RR4'.

Fitch affirms the following ratings:

Corner Investment PropCo, LLC

--Long-term IDR at 'CCC';

--Senior secured credit facility at 'B-/RR2'.

Fitch is considering the impact of the transactions on ratings for the rest of
the Caesars' entities. See Fitch's comment March 3, 2014 for our initial views
following the announcement of the asset sales to CGPH. Fitch rates the other
CEC entities as follows:

Caesars Entertainment Corp.

--Long-term IDR 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.

--Long-term IDR 'CCC'; Outlook Negative;

--Senior secured first-lien revolving credit facility and term loans
'CCC+/RR3';

--Senior secured first-lien notes 'CCC+/RR3';

--Senior secured second-lien notes 'CC/RR6';

--Senior unsecured notes with subsidiary guarantees 'CC/RR6';

--Senior unsecured notes without subsidiary guarantees 'C/RR6'.

Caesars Entertainment Resort Properties, LLC

--IDR 'B-'; Outlook Stable;

--Senior secured first-lien credit facility 'B+/RR2';

--First-lien notes 'B+/RR2';

--Second-lien notes 'CCC/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as co-issuer)

--Long-term IDR 'B-'; Outlook Negative;

--Senior secured notes 'BB-/RR1'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology: Including Short-Term Ratings and Parent and
Subsidiary Linkage' (Aug. 5, 2013);

--'Recovery Ratings and Notching Criteria for Nonfinancial Corporate Issuers'
(Nov. 19, 2013);

--'Distressed Debt Exchange' (Aug. 2, 2013);

--'Fitch: Caesars CGP Related Transactions Positive for Equity Holders and
CERP; Negative for CEOC' (Mar. 3, 2014);

--'U.S. Gaming Recovery Models - Third-Quarter 2013' (Jan. 29, 2014);

--'2014 Outlook: U.S. Gaming (Deleveraging Potential) (Dec. 16, 2013);

--'Caesars Entertainment Corp. (Parent Guarantee and Potential Debt for Equity
Exchange Considerations)' (Nov. 18, 2013);

--'Fitch 50 -- Structural Profiles of 50 Leveraged U.S. Credits' (July 11,
2013);

--'U.S. Leveraged Finance Spotlight Series: Caesars Entertainment Corp.'
(Sept. 5, 2012).

Applicable Criteria and Related Research:

Distressed Debt Exchange

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715005

U.S. Gaming Recovery Models - Third-Quarter 2013

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=732555

2014 Outlook: U.S. Gaming (Deleveraging Potential)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=726622

Corporate Rating Methodology: Including Short-Term Ratings and Parent and
Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=721836

Caesars Entertainment Corp. (Parent Guarantee and Potential Debt for Equity
Exchange Considerations)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=723615

Fitch 50 -- Structural Profiles of 50 Leveraged U.S. Credits

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=712469

U.S. Leveraged Finance Spotlight Series: Caesars Entertainment Corp.

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=683491

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=825475

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